Exhibit 10.22


 


Contract No.: P-101


 


AGREEMENT FOR THE PURCHASE AND SALE OF PULP


 


AGREEMENT made as of the first day of January, 2003 by and between
WEYERHAEUSER COMPANY, a Washington Corporation (“Seller”), and Blue Ridge Paper
Products Inc., a Delaware Corporation, (“Buyer”).


 


	
  QUANTITY AND DESCRIPTION

  	
  Seller agrees to sell and Buyer agrees to purchase, in each year
  during the term of this Agreement, the following quantities (measured in Air
  Dry Metric Tons of 2204.6 pounds per ton) and types of pulp manufactured by
  Seller.

  



 


	
  Quantity (per Contract Year)

  	
   

  	
  Origin and
  Grade of Pulp

  	
   

  	
  Buyer’s
  Destination

  	
   

  
	
  4537

  	
   

  	
  Port Wentworth or Columbus SBSK

  	
   

  	
  Canton, NC

  	
   

  
	
  6352

  	
   

  	
  Port Wentworth or Hawesville SBHK

  	
   

  	
  Canton, NC

  	
   

  



 


	
   

  	
  Buyer shall be deemed to have fulfilled it obligations to purchase
  the annual quantities provided for herein if it has ordered not less than 95%
  of such quantities; shipment by Seller of annual quantities within 5% of the
  annual quantity provided for herein shall constitute fulfillment of its
  volume obligation.

  
	
   

  	
   

  
	
  DURATION

  	
  This Agreement shall become effective on January 1, 2003, and
  shall terminate on the scheduled termination date of December 31,
  2004.  Not later than six months
  before the scheduled termination date, Buyer and Seller agree to begin discussions
  for a renewal of this Agreement, but unless Buyer and Seller have agreed in
  writing not later than three months before the scheduled termination date on
  a renewal hereof, this Agreement shall terminate on the scheduled termination
  date.

  
	
   

  	
   

  
	
  ORDERS AND SHIPMENTS

  	
  Approximately 1/4  of
  the annual contract quantity shall be shipped in each quarter of the contract
  period, with the specifies of each individual shipment during each quarter to
  be mutually agreed upon prior to the beginning of such quarter.  Seller will issue a written acknowledgment
  for each such quarter on a timely basis.

  
	
   

  	
   

  
	
  QUANTITY AND GRADE ADJUSTMENTS

  	
  Unless specific numbers of carload lots are specified in any order
  under this Agreement, the quantity described in any such order may be
  increased or decreased by not more than 5%. 
  In the event that either Seller or Buyer shall propose a change in the
  quantity or grade of pulp covered by this Agreement, Seller and Buyer agree
  to negotiate in good faith in response to such proposal, but neither party is
  obligated to agree to the other party’s proposal.

  
	
   

  	
   

  
	
  PRICE AND TERMS OF PAYMENT

  	
  It is the intent of both parties that the price represent the fair
  market value of the respective pulp. 
  The price and sales terms shall be Seller’s price per ton of pulp
  announced to Buyer for the destination in effect at the time of shipment, and
  terms of payment shall be the Seller’s terms announced to Buyer in effect at
  the time of shipment.  If at any time
  the buyer is dissatisfied with Seller’s announced price.  Buyer shall notify the Seller.  Buyer shall have the option of using a
  mutually agreeable third party index, (such as RISI) to establish monthly
  prices for the following three-month period.

  
Exhibit B contains the provisions of
  a Performance Rebate for this Agreement.

  



 

















 


	
  OTHER TERMS

  	
  This Agreement is also subject to the General Terms of Sale, attached
  hereto as Exhibit A.

  
Neither party may assign this
  Agreement without the express prior written consent of the other; provided,
  however, Seller may assign this Agreement to a subsidiary or affiliate of
  Seller.  Seller may terminate this
  Agreement on not less than sixty (60) days written notice in the event of a
  change of control of Buyer.

  



 


 


	
  BLUE RIDGE PAPER PRODUCTS INC.

  	
  WEYERHAEUSER COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brian Rhodes

  	
   

  	
  By:

  	
  /s/ Donald L. Young

  	
   

  
	
   

  	
  Canton Mill Purchasing MGR.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Operations

  	
   

  	
  Title:

  	
  General Sales Manager Paper grade Purchasing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  1/7/03

  	
   

  	
  Date:

  	
  January 24, 2003

  	
   

  
							



 

















 


EXHIBIT A


 


GENERAL TERMS OF SALE


 


1.                                       MOISTURE,
WEIGHT, AND DEFINITIONS


This contract is made and the pulp covered thereby is to be invoiced on
the basis of air-dry fiber containing by weight 90% bone-dry fiber and 10%
moisture.  “Short ton” means 2,000
pounds, “metric ton” means 2,204.6 pounds of wood pulp on an air-dry
basis.  Unless otherwise specified, all
references to tonnage shall mean metric tons, dimensions shall mean the
International Metric System (SI), and monetary amounts shall be in U.S.
dollars.


 


2.                                       TAXES


Any and all taxes or charges of any nature (other than taxes imposed on
the gross or net income of Seller), imposed by any governmental authority,
which shall become payable by reason of the sale, delivery and/or use of Pulp
hereunder shall be deemed for Buyer’s account and Seller may either bill the
same to Buyer, separately, or add the same to the price of Pulp shipped
hereunder.  Seller will notify Buyer in
writing of the nature of any such tax or charge and of the law imposing same.


 


3.                                       DELAYS


Seller may suspend performance of this agreement when its manufacture
or delivery of products is prevented, and Buyer may suspend performance of this
contract when its receipt or consumption of products is prevented, in either
case to the extent caused by act of Good labor difficulty, shortage of
transportation facilities, governmental acts or orders, the public enemy, or
any like or different circumstances beyond reasonable control of such party,
provided that goods specially manufactured or in transit must be accepted by
the Buyer.  If suspension by either
party continues for sixty days or more, the other party may elect to cancel
this agreement.


 


4.                                       TERMS
OF PAYMENT


Net cash 30 days from date of invoice, subject to continued compliance
with Seller’s normal credit standards. 
A late payment charge of 1.00% per month on the unpaid balance will be
made on all past due accounts.  Should
this rate exceed the maximum rate that is lawful under the circumstances, that
maximum rate shall apply.  The maximum
rate shall be governed by the law of the state of the Buyer’s designated
billing office.  Buyer also agrees to
pay reasonable attorney’s fees and other costs incurred at collection.


 


5.                                       WARRANTY
AND LIMITATIONS


Seller warrants that its products are of good, merchantable quality, in
accordance with specifications and tolerances published by it or adopted by
reference in this order.  If Buyer gives
written notice to Seller of any failure to meet the foregoing standards within
30 days after delivery of the products, and if such failure of any
article is established under procedures customary in the industry or
otherwise established to Seller’s satisfaction, then at Seller’s option Seller
will furnish a replacement product conforming to this warranty, make a fair
allowance therefor, or refund the purchase price.  THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FOREGOING AND
SELLER’S SOLE RESPONSIBILITY THEREUNDER IS AS STATED.  SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE SHIPMENT
INVOLVED, UNDER THE FOREGOING WARRANTY OR ANY OTHER PART OF THIS AGREEMENT, ANY
LEGAL ACTION AGAINST SELLER FOR BREACH OF THIS AGREEMENT, INCLUDING ANY
WARRANTIES HEREUNDER, MUST BE INSTITUTED WITHIN ONE YEAR AFTER DELIVERY.


 


6.                                       TRANSPORTATION
COSTS AND SHORTAGES


When prices include any costs of transportation from point of
manufacturer, any increase in such costs greater than $5.00 ADMt becoming
effective after the applicable price is quoted or established by Seller, and
any costs greater than $50.00 ADMt for service beyond those provided by the
carrier at no charge other than the applicable freight rate for tariff, may, at
Seller’s option, be for Buyer’s account. 
And extra costs of utilizing substitute methods of delivery, including
when the intended type of carrier, vehicle or loading or unloading facilities
become unavailable, may also at Seller’s option, be for Buyer’s account.


 


7.                                       CLAIMS


All claims of whatever nature applying upon any shipment made under
this Agreement must be made within) sixty (60) days after arrival a Buyer’s
plant; and buyer shall hold not less than one half the shipment in dispute,
pending examination by Seller or its nominee for this purpose.  Seller shall examine the goods with 10 days
of notification by Buyer, and shall immediately advise disposition of the
goods.


 


8.                                       SHIPMENT
AND TITLE PASSAGE


Unless Seller expressly guarantees an indicated or scheduled shipping
date, all advance information as to date of shipment is an approximation only
based on Seller’s best judgment at the time. 
Irrespective of any provision concerning freight or price, title and
risk of loss or damage shall pass to buyer upon delivery of goods to any
carrier, except a motor vehicle operated by Seller, at Seller’s plant or other
shipping point.  Seller reserves the
right to route all shipments, and may assist Buyer in processing claims against
carriers without incurring liability therefor.


 


When a mill or other point is specified in this agreement, or when an
order is scheduled for shipment from such a place, it shall be the exclusive
source of supply.


 


9.                                       WAIVER


No right of either party hereunder shall be deemed to have been waived
by any failure of such party to exercise any right in any price instance or
instances.


 


10.                                 GOVERNING
LAW


The law of the State of Washington, including the Uniform Commercial
Code as in force therein, shall govern all aspects of this agreement including
its validity, interpretation, performance, operation and enforcement.


 

















 


EXHIBIT B


 


PERFORMANCE REBATE


 


1.                                       A
discount of six percent shall be taken off of the invoice for all SBSK
shipments


 


2.                                       A
discount of eight percent shall be taken off of the invoice for all SBHK
shipments


 


3                                          A
performance rebate of 2 percent of the net invoice amount (gross amount
invoiced less freight, of returns and allowance  if insurance, and customer duties and charges for a quarter), if
will be paid by credit memo after the end of the quarter to which the
additional rebate applies, if all of the following conditions are met


 


•                  Buyer shall have
paid in full all invoices for the quarter


•                  The average
number of days from invoice date to the date of payment is received is equal to
or less than 37 days


 


4                                                                  An
additional performance rebate of 2 percent of the net invoice amount (gross
amount invoiced less freight, prompt payment discounts, returns and allowances,
insurance, and customer duties and charges for a quarter, will be paid by
credit memo after the end of the quarter to which the performance rebate
applies, if all of the following conditions are met


 


•                  Buyer shall have
paid in full all invoices for the quarter


•                  Buyer shall have
purchased the full quarterly amount during the quarter